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HomeMy WebLinkAboutFIFTH ASSET, INC. dba DEBTBOOK (2)N.w�IancL ON FILE N-2022-171-01 4�'OFIK PRAY PROCEED UNTII.INSURANCE EXPIRES __ G�Ik7X CLERK OF COUNCIL 'TF: AMENDED & RESTATED ORDER FORM e •.FMSA(4 S VCth i(AU) Fifth Asset, Inc., d/b/a DebtBook ("DebtBook") is pleased to provide Santa Ana, CA, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California ("Customer") with the Services subject to the terms established in this Order Form, including DebtBook's Price Quote attached as Exhibit and incorporated herein by this reference (the "Revised DebtBook Quote"). N On and after the Effective Date listed below, this Order Form amends and restates in its entirety the original Order Form previously executed and delivered by DebtBook and the Customer as of the Effective Date listed below (the "OdQnal Order Form"). This Order Form may be modified or replaced from time to time by a subsequent Order Form duly executed and delivered by each party in connection with any Renewal Term. This r Order Form may be modified or replaced from time to time by a subsequent Order Form duly executed and delivered by each party in connection with any Renewal Term. The Services are subject to DebtBook's General Terms & Conditions, which were provided to Customer in connection with the execution and delivery of the Original Order Form (the 'Tents & Conditions"), and the Incorporated Documents referenced in the Terms & Conditions. Each capitalized term used but not defined in this Order Form has the meaning given in the Terms & Conditions. r r. Effective Date: 5/15/2023 Billing Frequency: Annually Initial Term End Date: 5/14/2025 Payment Terms: Net 30 Initial Pricin Tier: Tier 3 See the Revised DebtBook Quote for more details Services. Subject to the terms described in this Order Form, DebtBook will grant Customer access to the Application Services during the Initial Term described above and, if applicable, each subsequent Renewal Term. As part of the onboarding process, DebtBook will provide Customer with the Onboarding Services and, if requested, the Implementation Services. DebtBook will also provide Customer with the Support Services throughout the Term. Fees. DebtBook will charge Customer (1) a recurring Subscription Fee for Customer's access to the Onboarding Services, the Application Services, and the Support Services and (2) if applicable, an Implementation Fee for the Implementation Services, in each case as set forth in the Revised DebtBook Quote and this Order Form. Generally, DebtBook sets Fees using its standard pricing schedule for the Services based on the Customer's applicable Pricing Tier, which is based on the total number and amount of the Customer's Application Obligations at the time of determination. DebtBook's current pricing schedule and Pricing Tiers are set forth in the Revised DebtBook Quote, which will remain in effect with respect to Customer throughout the Initial Term. The Initial Pricing Tier indicated above is based on Customer's good faith estimate of its Application Obligations as of the Effective Date. The Subscription Fees to be charged as provided in the Revised DebtBook Quote will not change during the Initial Term, regardless of any change to the actual number or amount of the Customer's Application Obligations during the Initial Term. Implementation Services. At Customer's request, DebtBook will provide Implementation Services to Customer for a 12-month period, with each such period beginning, if applicable, on the Effective Date and on each anniversary of the Effective Date thereafter (each, an 'Implementation Perlod'). Customer may request Implementation Services at any time during the Term. If Implementation Services are requested for any Implementation Period, then the Implementation Fee will be based on the aggregate number and amount of the Customer's Application Obligations at the beginning of such Implementation Period. The Implementation Fee will be due and payable at the later of (1) the beginning of the applicable Implementation Period or (2) the date on which Customer requests Implementation Services for such Implementation Period, and will entitle Customer, in each case, to Implementation Services at the applicable Pricing Tier through the end of the Implementation Period then in effect. For any Implementation Period, if the total number or amount of Customer's Application Obligations implemented causes Customer's applicable Pricing Tier to increase, then DebtBook will charge Customer an September 2022 Form additional Implementation Fee such that the total Implementation Fee charged for such Implementation Period equals the Implementation Fee applicable to the increased Pricing Tier as set forth In the Revised DebtBook Quote. BIIIInK. Unless otherwise provided In the Order Form or the Customer Terms, all Fees will be due and payable in advance on the terms indicated above, and each invoice will be emailed to the Customer's billing contact indicated below. Renewal Term. Notwithstanding anything in Section 10(a) of the Terms & Conditions to the contrary, the Agreement may be renewed for no more than two successive 12-month Renewal Terms solely at the discretion of the Customer on terms mutually agreed upon in a written agreement executed by both parties. The Agreement is otherwise subject to renewal on the terms set forth in the Terms & Conditions. The Pricing Tier applicable for each Renewal Term will be determined based on the aggregate number and amount of the Customer's Application Obligations outstanding at the time of renewal. Termination. The Agreement is subject to early termination on the terms set forth In the Terms & Conditions Additional Customer Tents. The terms attached to this Order Form as Exhibit B constitute "Customer Terms" for the purposes of this Agreement and are incorporated into this Order Form by reference. Entire Agrnment. By executing this Order Form, each party agrees to be bound by this Order Form, the Terms & Conditions, the Incorporated Documents, and any Customer Terms. This Order Form, the Customer Terms, the Terms & Conditions, and the Incorporated Documents constitute the complete "Agreement" between the parties and supersede any prior discussion or representations regarding the Customer's purchase and use of the Services. Late Fees. Notwithstanding anything in Section 4(a) of the Terms & Conditions to the contrary, the Customer shall not be charged any interest with respect to any past due invoice. Public Records. DebtBook expressly agrees and understands that the Customer's obligations under Section 5 of the Terms & Conditions are subject in all respects to, and only enforceable to the extent permitted by the California Public Records Act, as amended and any similar federal laws. Governing State. For the avoidance of doubt, the "Governing State" for all purposes of the Agreement is the State of California. Intellectual Prep• Except for the limited rights and licenses expressly granted to Customer under this Order Form and the Terms &.Conditions; nothing in the Agreement grants to Customer or any third party any intellectual property rights or other right, title, or interest in or to the DebtBook IP. Important Disclaimers & Limitations. EXCEPT FOR THE WARRANTIES SET FORTH IN THE TERMS & CONDITIONS, DEBTBOOK IP IS PROVIDED "AS IS," AND DEBTBOOK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. IN ADDITION, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES' LIABILITIES UNDER THE AGREEMENT ARE LIMITED AS SET FORTH IN THE TERMS & CONDITIONS. Notices. Any Notice delivered under the Agreement will be delivered to the address below each party's signature below. September 2022 Form N-2022-171-01 Authority: Execution. Each of the undersigned represents that they are authorized to (1) execute and deliver this Order Form on behalf of their respective party and (2) bind their respective party to the terms of the Agreement. This Order Form and any other documents executed and delivered in connection with the Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. To the extent permitted by applicable law, electronic signatures may be used for the purpose of executing the Order Form by email or other electronic means. Any document delivered electronically and accepted is deemed to be "in writing" to the same extent and with the same effect as if the document had been signed manually. FIFBH ASSET, INC., D/B/A DEB T1300K By: %1YRi& — 4—Wze Name: Tyler Traudt Title: CEO Notice Address PO Box 667950 Charlotte, NC 28266 Attention: Chief Executive Officer account-management@debtbook.com ATTEST By: YR. 1 N e: Jen ' L. all Ti . ark of the 1111ril SANTA ANA, CA By: I Name: Kristine Ridge Title: City Manager Notice Address 20 Civic Center Plaza Santa Ana, CA. 92701 Attention: Sarah Ro sro@santa-ana.org Wiling Contact Same as above. Approved as to form: SONIA R. CARVALHO City rA,t/tQAmay � � �� / l Name:: Andrea Garcia -Miller Title: Assistant City Attorney September 2022 Form Exhibit A [See attached.] September 2022 Form DebtBook Quote Santa Ana, CA Prepared By: DebtBook 20 Civic Center Plaza Chad Cowan Santa Ana, CA. 92701 Account Director chad.cowan@debtbook.com Sarah Ro Notice Address: Accounting Manager 300 W. Summit Ave STE 110 sro@santa-ana.org Charlotte, NC 28203 (714)534-5437 Products & Services Description Qty Annual Fee Discount Total Implementation Charge: Tier 3 1 $3,000 $1,500 $1,500 This represents the cost of our Implementation process for your organization. Subscription Charge: Tier 3 This represents the annual subscription charge your 1 $20,000 $5,000 $15,000 organization pays for access to the DebtBook platform. There are no additional charges - this covers Renewal Year Renewal Year 1 unlimited users, external sharing, support and training. Subscription Charge: Tier 3 This represents the annual subscription charge your $20,000 $5,000 $15,000 organization pays for access to the DebtBook 1 platform.; There are no additional charges -this covers Renewal Year 2 Renewal Year 2 unlimited users, external sharing, support and training. Total 2 Year Renewal Cost with Implementation: $31,5W Exhibit s Additional Customer Terms Insurance. Based on scope of services and In accordance with ICRMA guidelines, DebtBook shall maintain Insurance policies throughout the Term that meet the minimum insurance requirements set forth below: 1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit'shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if DebtBook has no owned autos, Code 8 (hired) and 9 (non -owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation. Workers' Compensation insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. 4. Errors and Omissions Insurance. Errors and Omissions insurance appropriate to DebtBook's Industry, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate. If DebtBook maintains broader coverage and/or higher limits than the minimums shown above, Customer requires and shall be entitled to the broader coverage and/or the higher limits maintained by DebtBook. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to Customer. Other Insurance Provisions. The insurance policies are to contain, or be endorsed to contain, the following provisions: Additional Insured Status. The Customer, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of DebtBook Including materials, parts, or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to DebtBook's insurance (at least as broad as ISO Form CG 20 10 1185 or both CG 2010, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). Primary Coverage. For any claims related to this contract, DebtBook's insurance coverage shall be primary insurance primary coverage at least as broad as ISO CG 20 0104 13 as respects the Customer, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Customer, its officers, officials, employees, or volunteers shall be excess of DebtBook's insurance and shall not contribute with it. Notice of Cancellation. Each insurance policy required above shall state that coverage shall not be canceled, except with notice to the Customer, Waiver of Subrogation. 4ebtBook hereby grants to Customer a waiver of any right to subrogation which any insurer of said DebtBook may acquire against the Customer by virtue of the payment of any loss under such insurance. DebtBook agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Customer has received a waiver of subrogation endorsement from the insurer. Self -Insured Retentions. Self -insured retentions must be declared to and approved by the Customer. The Customer may require the DebtBook to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The September 2022 Form policy language shall provide, or be endorsed to provide, that the self -insured retention may be satisfied by either the named insured or Customer. Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best's rating of no less than A-:VII, unless otherwise acceptable to the Customer. Claims Made Policies. If any of the required policies provide coverage on a claims -made basis: L The Retroactive Date must be shown and must be before the date of the Agreement or the beginning of work under the Agreement. 2. Insurance must be maintained and evidence of insurance must be provided for at least five years after completion of the contract of work. 3. If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a Retroactive Date prior to the Agreement effective date, DebtBook must purchase "extended reporting" coverage for a minimum of five years after completion of contract work. Verlflcatlon of CoveraHe. DebtBook shall furnish the Customer with original Certificates of Insurance including, at Customer's request, all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to Customer before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive DebtBook's obligation to provide them. The Customer reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Subcontractors. DebtBook shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and DebtBook shall ensure that Customer is an additional insured on insurance required from subcontractors. Soaclal Risks or Circumstances. Customerreserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, Insurer, coverage, or other special circumstances. Survival. Notwithstanding anything in the Terms & Conditions to the contrary, these Customer Terms will, to the extent applicable, survive any termination or expiration of the Agreement. September 2022 Form NOTICE OF COMPLIANCE CITY STAFF: PRINT THIS PAGE AND INCLUDE WITB AGREEMENT TO THE CLERK OF THE COUNCIL Contractor Fifth Asset, Inc. Name: Project N-2022-171 Number: Project Order Form Name: The Certificate of Insurance (COI) submitted indicates that the coverages are in compliance with the insurance requirements. No further action is required at this time. The compliant coveraSe(s) are: TYPE OF INSURANCE POLICY EXPIRATION COI DATE FILE NAME .._.. ___..__--- NUMBER DATE ---------- --- ._.__-------- --- _------ —._._.._.... --- _._......___...__....._. _ _ ..__.._..--- _._.._._.._ Santa Ana CA i AUTOMOBILE LIABILITY 7012519506 11/01/2023 11/04/2022 11.2022 I LIABILITY.pdf I Santa Ana CA GENERAL LIABILITY 7012519506 11/01/2023 11/04/2022 11.2022 LIABILITY.pdf 02072023 TECH E&O AX01103704 02/01/2024 02/07/2023 CERT City of j Santa Ana CA pdf WORKERS COMPENSATION AND C5143 8346 10/01 /2023]___ 11 /22/2 022 Santa Ana CA [ EMPLOYERS' LIABILITY 1 WC 11.22 pdf Thank you, City of Santa Ana Risk Management Division in partnership with CTrax Plus Services Team 2/8/2023 12:10 PM Page 1 of 2 EBUF!)NN0EE0ZZZZ* DFSUJGJDBUF!PG!MJBCJMJUZ!JOTVSBODF 06/07/2024 UIJT!DFSUJGJDBUF!JT!JTTVFE!BT!B!NBUUFS!PG!JOGPSNBUJPO!POMZ!BOE!DPOGFST!OP!SJHIUT!VQPO!UIF!DFSUJGJDBUF!IPMEFS/!UIJT DFSUJGJDBUF!EPFT!OPU!BGGJSNBUJWFMZ!PS!OFHBUJWFMZ!BNFOE-!FYUFOE!PS!BMUFS!UIF!DPWFSBHF!BGGPSEFE!CZ!UIF!QPMJDJFT CFMPX/!!UIJT!DFSUJGJDBUF!PG!JOTVSBODF!EPFT!OPU!DPOTUJUVUF!B!DPOUSBDU!CFUXFFO!UIF!JTTVJOH!JOTVSFS)T*-!BVUIPSJ\[FE SFQSFTFOUBUJWF!PS!QSPEVDFS-!BOE!UIF!DFSUJGJDBUF!IPMEFS/ JNQPSUBOU;!!Jg!uif!dfsujgjdbuf!ipmefs!jt!bo!BEEJUJPOBM!JOTVSFE-!uif!qpmjdz)jft*!nvtu!ibwf!BEEJUJPOBM!JOTVSFE!qspwjtjpot!ps!cf!foepstfe/ Jg!TVCSPHBUJPO!JT!XBJWFE-!tvckfdu!up!uif!ufsnt!boe!dpoejujpot!pg!uif!qpmjdz-!dfsubjo!qpmjdjft!nbz!sfrvjsf!bo!foepstfnfou/!!B!tubufnfou!po uijt!dfsujgjdbuf!epft!opu!dpogfs!sjhiut!up!uif!dfsujgjdbuf!ipmefs!jo!mjfv!pg!tvdi!foepstfnfou)t*/ DPOUBDU QSPEVDFS WTW Certificate Center OBNF; Willis Towers Watson Northeast, Inc. GBY QIPOF 1-888-467-2378 1-877-945-7378 )B0D-!Op*; )B0D-!Op-!Fyu*; c/o 26 Century Blvd F.NBJM certificates@wtwco.com P.O. Box 305191 BEESFTT; Ejhjubmmz!tjhofe! Nashville, TN 372305191 USA Bohjf! JOTVSFS)T*!BGGPSEJOH!DPWFSBHFOBJD!$ 10052 Chubb National Insurance Company JOTVSFS!B!; cz!Bohjf! JOTVSFE 20281 Federal Insurance Company JOTVSFS!C!; Fifth Asset, Inc., d/b/a DebtBook Beazley Insurance Company Inc 37540 JOTVSFS!D!; 1431 W Morehead St. Suite 200 Evanston Insurance Company 35378 Charlotte, NC 28208 Bdfwfep! JOTVSFS!E!; Bdfwfe Everspan Indemnity Insurance Company16882 JOTVSFS!F!; JOTVSFS!G!; Ebuf;!3135/17/24! W33842477 DPWFSBHFTDFSUJGJDBUF!OVNCFS;SFWJTJPO!OVNCFS; UIJT!JT!UP!DFSUJGZ!UIBU!UIF!QPMJDJFT!PG!JOTVSBODF!MJTUFE!CFMPX!IBWF!CFFO!JTTVFE!UP!UIF!JOTVSFE!OBNFE!BCPWF!GPS!UIF!QPMJDZ!QFSJPE JOEJDBUFE/!!OPUXJUITUBOEJOH!BOZ!SFRVJSFNFOU-!UFSN!PS!DPOEJUJPO!PG!BOZ!DPOUSBDU!PS!PUIFS!EPDVNFOU!XJUI!SFTQFDU!UP!XIJDI!UIJT 27;15;53!.18(11( p DFSUJGJDBUF!NBZ!CF!JTTVFE!PS!NBZ!QFSUBJO-!UIF!JOTVSBODF!BGGPSEFE!CZ!UIF!QPMJDJFT!EFTDSJCFE!IFSFJO!JT!TVCKFDU!UP!BMM!UIF!UFSNT- FYDMVTJPOT!BOE!DPOEJUJPOT!PG!TVDI!QPMJDJFT/!MJNJUT!TIPXO!NBZ!IBWF!CFFO!SFEVDFE!CZ!QBJE!DMBJNT/ BEEMTVCS JOTSQPMJDZ!FGGQPMJDZ!FYQ UZQF!PG!JOTVSBODFMJNJUT QPMJDZ!OVNCFS MUS)NN0EE0ZZZZ*)NN0EE0ZZZZ* JOTEXWE DPNNFSDJBM!HFOFSBM!MJBCJMJUZ 1,000,000 FBDI!PDDVSSFODF% EBNBHF!UP!SFOUFE 1,000,000 DMBJNT.NBEFPDDVS% QSFNJTFT!)Fb!pddvssfodf* A 15,000 NFE!FYQ!)Boz!pof!qfstpo*% YY D0204458411/01/202311/01/2024 1,000,000 QFSTPOBM!'!BEW!JOKVSZ% 2,000,000 HFO(M!BHHSFHBUF!MJNJU!BQQMJFT!QFS;HFOFSBM!BHHSFHBUF% QSP. 2,000,000 QPMJDZMPDQSPEVDUT!.!DPNQ0PQ!BHH% KFDU % PUIFS; DPNCJOFE!TJOHMF!MJNJU 1,000,000 BVUPNPCJMF!MJBCJMJUZ% )Fb!bddjefou* BOZ!BVUP CPEJMZ!JOKVSZ!)Qfs!qfstpo*% B PXOFETDIFEVMFE 7363730111/01/202311/01/2024 CPEJMZ!JOKVSZ!)Qfs!bddjefou*% BVUPT!POMZBVUPT OPO.PXOFE IJSFEQSPQFSUZ!EBNBHF % )Qfs!bddjefou* BVUPT!POMZBVUPT!POMZ % VNCSFMMB!MJBC 5,000,000 FBDI!PDDVSSFODF% PDDVS A 5671923611/01/202311/01/2024 FYDFTT!MJBC 5,000,000 DMBJNT.NBEFBHHSFHBUF% 10,000 % EFESFUFOUJPO% QFSPUI. XPSLFST!DPNQFOTBUJPO TUBUVUFFS BOE!FNQMPZFST(!MJBCJMJUZ Z!0!O BOZQ!SPQSJFUPS0QBSUOFS0FYFDVUJWF F/M/!FBDI!BDDJEFOU% O!0!B PGGJDFS0NFNCFS!FYDMVEFE@ )Nboebupsz!jo!OI* F/M/!EJTFBTF!.!FB!FNQMPZFF% Jg!zft-!eftdsjcf!voefs F/M/!EJTFBTF!.!QPMJDZ!MJNJU% EFTDSJQUJPO!PG!PQFSBUJPOT!cfmpx C Employee Theft ofV369A324010102/01/202402/01/2025Limit Each Loss$1,000,000 Insured Property EFTDSJQUJPO!PG!PQFSBUJPOT!0!MPDBUJPOT!0!WFIJDMFT!!)BDPSE!212-!Beejujpobm!Sfnbslt!Tdifevmf-!nbz!cf!buubdife!jg!npsf!tqbdf!jt!sfrvjsfe* This Voids and Replaces Previously Issued Certificate Dated 05/29/2024 WITH ID: W33719270. SEE ATTACHED DFSUJGJDBUF!IPMEFSDBODFMMBUJPO TIPVME!BOZ!PG!UIF!BCPWF!EFTDSJCFE!QPMJDJFT!CF!DBODFMMFE!CFGPSF UIF!FYQJSBUJPO!EBUF!UIFSFPG-!OPUJDF!XJMM!CF!EFMJWFSFE!JO BDDPSEBODF!XJUI!UIF!QPMJDZ!QSPWJTJPOT/ City of Santa Ana BVUIPSJ\[FE!SFQSFTFOUBUJWF Finance & Management Services Agency, Acctg Division 20 Civic Center Plaza M-17 Santa Ana, CA 92701 ª!2:99.3127!BDPSE!DPSQPSBUJPO/!!Bmm!sjhiut!sftfswfe/ BDPSE!36!)3127014*Uif!BDPSE!obnf!boe!mphp!bsf!sfhjtufsfe!nbslt!pg!BDPSE SR ID: BATCH: 25986676 3493128 Page 1 of 2 DATE (MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 10/23/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER WTW Certificate Center NAME: Willis Towers Watson Northeast, Inc. FAX PHONE 1-888-467-2378 1-877-945-7378 (A/C, No): (A/C, No, Ext): c/o 26 Century Blvd E-MAIL certificates@wtwco.com P.O. Box 305191 ADDRESS: Nashville, TN 372305191 USA INSURER(S) AFFORDING COVERAGENAIC # 10052 Chubb National Insurance Company INSURER A : INSURED 20281 Federal Insurance Company INSURER B : Fifth Asset, Inc., d/b/a DebtBook Beazley Insurance Company Inc 37540 INSURER C : 1431 W Morehead St. Suite 200 Evanston Insurance Company Charlotte, NC 2820835378 INSURER D : Everspan Indemnity Insurance Company16882 INSURER E : INSURER F : W35830558 COVERAGESCERTIFICATE NUMBER:REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ADDLSUBR INSRPOLICY EFFPOLICY EXP TYPE OF INSURANCELIMITS POLICY NUMBER LTR(MM/DD/YYYY)(MM/DD/YYYY) INSDWVD COMMERCIAL GENERAL LIABILITY 1,000,000 EACH OCCURRENCE$ DAMAGE TO RENTED 1,000,000 CLAIMS-MADEOCCUR$ PREMISES (Ea occurrence) A15,000 MED EXP (Any one person)$ YY D0204458411/01/202411/01/2025 1,000,000 PERSONAL & ADV INJURY$ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE$ PRO- 2,000,000 POLICYLOCPRODUCTS - COMP/OP AGG$ JECT $ OTHER: COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY$1,000,000 (Ea accident) ANY AUTO BODILY INJURY (Per person)$ B OWNEDSCHEDULED 7363730111/01/202411/01/2025 BODILY INJURY (Per accident)$ AUTOS ONLYAUTOS NON-OWNED HIREDPROPERTY DAMAGE $ (Per accident) AUTOS ONLYAUTOS ONLY $ UMBRELLA LIAB 5,000,000 EACH OCCURRENCE$ OCCUR A 5671923611/01/202411/01/2025 EXCESS LIAB 5,000,000 CLAIMS-MADEAGGREGATE$ 10,000 $ DEDRETENTION$ PEROTH- WORKERS COMPENSATION STATUTEER AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE E.L. EACH ACCIDENT$ N / A OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L. DISEASE - EA EMPLOYEE$ If yes, describe under E.L. DISEASE - POLICY LIMIT$ DESCRIPTION OF OPERATIONS below CEmployee Theft ofV369A324010102/01/202402/01/2025Limit Each Loss$1,000,000 Insured Property DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) SEE ATTACHED CzDzouijbNpsbbu5;29qn-Opw2:-3135 CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Santa Ana AUTHORIZED REPRESENTATIVE Finance & Management Services Agency, Acctg Division 20 Civic Center Plaza M-17 Santa Ana, CA 92701 © 1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD SR ID: BATCH: 26624329 3673054 23Q3 DATE (MM/DD/YYYY) 10/30/2024 CERTIFICATE OF LIABILITY INSURANCE THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THECERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) musthave ADDITIONAL INSURED provisions orbe endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). CONTACT PRODUCER Aon Risk Services, Inc of Florida NAME: AON RISK SERVICES SOUTH INC PHONEFAX 3550 LENOX ROAD NORTHEAST 833-506-1544 (A/C, No, Ext):(A/C, No): SUITE 1700 EMAIL ATLANTA GA 30326 work.comp@trinet.com ADDRESS: INSURER(S) AFFORDING COVERAGENAIC # INSURER A : ACE American Insurance Company22667 INSURED INSURER B : TriNet Group, Inc. L/C/F Fifth Asset, Inc DBA Debtbook INSURER C : 1 Park Place, Suite 600 Dublin, CA 94568-7983 INSURER D : INSURER E : INSURER F : COVERAGESCERTIFICATE NUMBER: 15807380 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRADDLSUBRPOLICY EFF POLICY EXP TYPE OF INSURANCEPOLICY NUMBERLIMITS LTRINSRWVD(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY$ EACH OCCURRENCE DAMAGE TO RENTED CLAIMS-MADEOCCUR$ PREMISES (Ea occurrence) $ MED EXP (Any one person) $ PERSONAL & ADV INJURY GEN'L AGGREGATE LIMIT APPLIES PER:$ GENERAL AGGREGATE $ POLICYPROJECTLOCPRODUCTS -COMP/OP AGG $ OTHER COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY$ (Ea accident) $ ANY AUTOBODILY INJURY (Per person) OWNEDSCHEDULED $ AUTOSONLYAUTOSBODILY INJURY (Per accident) HIRED NON-OWNEDPROPERTY DAMAGE $ AUTOSONLYAUTOSONLY(Per accident) $ $ UMBRELLA LIABOCCUREACH OCCURRENCE $ EXCESS LIABCLAIMS-MADEAGGREGATE DECRETENTION $ PER OTH- WORKERS COMPENSATION X STATUTEER AND EMPLOYERS' LIABILITY Y / N ANY PROPRIETOR/PARTNER/EXECUTIVE $2,000,000 AWLR_C57460817 E.L. EACH ACCIDENT N N / A OFFICER/MEMBER EXCLUDED?07/01/202407/01/2025 (Mandatory in NH) $2,000,000 E.L. DISEASE -EA EMPLOYEE If yes, describe under $2,000,000 DESCRIPTION OF OPERATIONS belowE.L. DISEASE -POLICY LIMIT DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Workers Compensation coverage is limited to worksite employees of Fifth Asset, Inc DBA Debtbook through a co-employment agreement with TriNet HR III, Inc.. List of additional covered entities under the above policy: dba Debtbook CzDzouijbNpsbbu5;29qn-Opw2:-3135 CERTIFICATE HOLDERCANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Santa Ana THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Finance & Management Services Agency ACCORDANCE WITH THE POLICY PROVISIONS. Accounting Division 20 Civic Center Plaza M-17 AUTHORIZED REPRESENTATIVE Santa Ana, CA 92701 © 1988-2015ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC #: 22 Page of ADDITIONAL REMARKS SCHEDULE AGENCYNAMED INSURED Fifth Asset, Inc., d/b/a DebtBook Willis Towers Watson Northeast, Inc. 1431 W Morehead St. Suite 200 POLICY NUMBER Charlotte, NC 28208 See Page 1 CARRIERNAIC CODE See Page 1See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, 25Certificate of Liability Insurance FORM NUMBER:FORM TITLE: Certificate Holder is included as an Additional Insured as respects to General Liability. Waiver of Subrogation applies in favor of Additional Insured with respects to General Liability. INSURER AFFORDING COVERAGE: Evanston Insurance Company NAIC#: 35378 POLICY NUMBER: MKLV1WMA000693 EFF DATE: 02/01/2024 EXP DATE: 02/01/2025 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Indemnifiable D&O Liability Aggregate $3,000,000 INSURER AFFORDING COVERAGE: Everspan Indemnity Insurance Company NAIC#: 16882 POLICY NUMBER: EM3EII-AX-000992-01 EFF DATE: 02/01/2024 EXP DATE: 02/01/2025 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Tech E&O/Cyber Liability Aggregate $5,000,000 CzDzouijbNpsbbu5;29qn-Opw2:-3135 ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID:BATCH:CERT: 266243293673054W35830558 COMMERCIAL GENERAL LIABILITY ENHANCEMENT ENDORSEMENT Named Insured FIFTH ASSET, INC. DBA DEBTBOOK Policy Number Policy Period Effective Date of Endorsement D02044584 11-01-2024 to 11-01-2025 11-01-2024 Name of Company CHUBB NATIONAL INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE FORM If any other endorsement attached to this policy amends any provision also amended by this enhancement endorsement, then that other endorsement controls with respect to such provision, and the changes made by this enhancement endorsement with respect to such provision do not apply. TABLE OF CONTENTS A.Expected Or Intended Injury Î Exception For Property Damage Caused By Reasonable Use Of Force B. Non-Owned Watercraft Under 55 Feet C.Non-Owned Aircraft Exception D.Damage To Property Î Exception For Equipment Loaned Or Rented To The Insured E. Electronic Data Î Exception For Physical Injury To Tangible Property F. Pollution Î Exception For Damage To Rented Premises Caused By Hostile Fire G.Personal And Advertising Injury Coverage Î Contractual Liability Exception For Insured Contracts H.Medical Expenses Coverage Î Three Years To Report Expenses I. Supplementary Payments Î Increased Limits J. Who Is An Insured Î Subsidiaries Or Newly Acquired Or Formed Organizations Î Including New And Existing Subsidiaries, Partnerships, Joint Ventures, Limited Liability Companies K.Who Is An Insured Î Employees Including Incidental Healthcare Professional Services L. Additional Insureds Controlling Interest Lessors Of Leased Equipment Managers Or Lessors Of Premises Mortgagee, Assignee Or Receiver Other Persons Or Organizations Pursuant To A Contract Or Agreement Trade Show Event Lessor Vendors M. Medical Expense Limit Î $15,000 N.Knowledge/Notice Of Occurrence O.Primary And Non-Contributory P. Unintentional Failure To Disclose Hazards Q.Waiver Of Subrogation Required By Contract R. In Rem S. Coverage Territory Î Limited Worldwide T. Insured Contract Amended Î Railroad Limitations Removed A.Expected Or Intended Injury Î Exception For Property Damage Caused By Reasonable Use Of Force Exclusion a. under Paragraph 2. Exclusions of Section I Î Coverage A Î Bodily Injury And Property Damage Liability is deleted and replaced by the following: CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 1 of 9 CzDzouijbNpsbbu5;29qn-Opw2:-3135 a.Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the insured, even if the actual Ðbodily injuryÑ or Ðproperty damageÑ is of a different degree or type than intended or expected. This exclusion does not apply to "bodily injury" or Ðproperty damageÑ resulting from the use of reasonable force to protect persons or property. B.Non-Owned Watercraft Under 55 Feet Paragraph (2) of Exclusion g. under Paragraph 2. Exclusions of Section I Î Coverage A Î Bodily Injury And Property Damage Liability is deleted and replaced by the following: This exclusion does not apply to: (2)A watercraft you do not own that is: (a)Less than 55 feet long; and (b)Not being used to carry persons or property for a charge; C.Non-Owned Aircraft Exception Exclusion g. under Paragraph 2. Exclusions of Section I Î Coverage A Î Bodily Injury And Property Damage Liability is amended to include the following exception: This exclusion does not apply to: (6)An aircraft you do not own provided: (a)The pilot in command holds a currently effective certificate, issued by the duly constituted authority of the United States of America or Canada, designating that person as a commercial or airline transport pilot; (b)It is rented with a trained, paid crew; and (c)It does not transport persons or cargo for a charge. D.Damage To Property Î Exception For Equipment Loaned Or Rented To The Insured Exclusion j. under Paragraph 2. Exclusions of Section I Î Coverage A Î Bodily Injury And Property Damage Liability is amended to include the following exception: Paragraphs (3) and (4) of this exclusion do not apply to ÐpropertydamageÑ to equipment rented or loaned to the insured, provided such equipment is not being used to perform any operations at a construction job site. E.Electronic Data Î Exception For Physical Injury To Tangible Property Exclusion p. under Paragraph 2. Exclusions of Section I Î Coverage A Î Bodily Injury And Property Damage Liability is deleted and replaced by the following: p.Electronic Data Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. However, this exclusion does not apply to: (1)"Bodily injury"; or (2)Physical injury to tangible property. As used in this exclusion, electronic data means information, facts or programs stored as or on, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. F.Pollution Î Exception For Damage To Rented Premises Caused By Hostile Fire Exclusion f. under Paragraph 2. Exclusions of Section I Î Coverage A Î Bodily Injury And Property Damage Liability is amended to include the following exception: CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 2 of 9 CzDzouijbNpsbbu5;29qn-Opw2:-3135 This exclusion does not apply to Ðproperty damageÑ to premises while rented to you or temporarily occupied by you with the permission of the owner and caused by a Ðhostile fireÑ, explosion, smoke or leakage from fire protection equipment. G.Personal And Advertising Injury Coverage Î Contractual Liability Exception For Insured Contracts Exclusion e. under Paragraph 2. Exclusions of Section I Î Coverage B Î Personal And Advertising Injury Liability is deleted and replaced by the following: e.Contractual Liability "Personal and advertising injury" for which the insured has assumed liability in a contract or agreement. This exclusion does not apply to liability for damages: Ȩΐȩ That the insured would have in the absence of the contract or agreement; or ȨΑȩ Assumed in a written contract or agreement that is an Ðinsured contractÑ provided the Ðpersonal and advertising injuryÑ is caused by an offense first committed after the execution of the contract or agreement. H.Medical Expenses Coverage Î Three Years To Report Expenses Subparagraph 1.a.(b) under Section I Î Coverage C Î Medical Payments is deleted and replaced by the following: (b) The expenses are incurred and reported to us within three years of the date of the accident; and I.Supplementary Payments Î Increased Limits Paragraph 1. under Section I Î Supplementary Payments Î Coverages A And B is deleted and replaced by the following: 1.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a.All expenses we incur. b.The cost of: (1)Bail bonds; or (2)Bonds required to: (a)Appeal judgments; or (b)Release attachments; but only for bond amounts within the available limit of insurance. We do not have to furnish these bonds. c.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $1,000 a day because of time off from work. d.All court costs taxed against the insured in the "suit". e.Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. f.All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable limit of insurance. J.Who Is An Insured Î Subsidiaries Or Newly Acquired Or Formed Organizations Î Including New And Existing Subsidiaries, Partnerships, Joint Ventures, Limited Liability Companies Paragraph 2. under Section II Î Who Is An Insured is deleted and replaced by the following: 2.If there is no other insurance available, each of the following is also a Named Insured: a.A subsidiary organization of the first Named Insured shown in the Declarations of which, at the beginning of the policy period and at the time of loss, the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 3 of 9 CzDzouijbNpsbbu5;29qn-Opw2:-3135 organization; or b.A subsidiary organization of the first Named Insured shown in the Declarations that the first Named Insured acquires or forms during the policy period, if at the time of loss the first Named Insured controls, either directly or indirectly, more than 50 percent of the interests entitled to vote generally in the election of the governing body of such organization. K.Who Is An Insured Î Employees Including Incidental Healthcare Professional Services Paragraph 3.a. under Section II Î Who Is An Insured is deleted and replaced by the following: 3.Each of the following is also an insured: a.Your "employees" but only for acts within the scope of their employment by you or while performing duties related to the conduct of your business. However, no ÐemployeeÑ is an insured for: (1)"Bodily injury" or "personal and advertising injury": (a)To you, to any of your directors, managers, members, Ðexecutive officersÑ or partners (whether or not an ÐemployeeÑ) or to any co-ÐemployeeÑ while such injured person is either in the course of his or her employment or while performing duties related to the conduct of your business; (b)To the brother, child, parent, sister or spouse of such injured person as a consequence of any injury described in Paragraph (1)(a) above; or (c)For which there is any obligation to share damages with or repay someone else who must pay damages because of any injury described in Paragraph (1)(a) or (b) above. CzDzouijbNpsbbu5;29qn-Opw2:-3135 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 4 of 9 With respect to Ðbodily injuryÑ only, the limitations described in Paragraph 3.a.(1) above do not apply to: (i)You or to your directors, managers, members, Ðexecutive officersÑ, partners or supervisors as insureds; (ii)Your ÐemployeesÑ as insureds, with respect to such damages caused by cardiopulmonary resuscitation or first aid services administered by such an ÐemployeeÑ; or (iii)Your ÐemployeesÑ who are nurses, emergency medical technicians, or paramedics as insureds, with respect to such damages that are caused by providing or failing to provide professional healthcare services, but only if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x-ray or nursing services. (2)"Property damage" to any property owned, occupied or used by you or by any of your directors, managers, members, Ðexecutive officersÑ or partners (whether or not an ÐemployeeÑ) or by any of your ÐemployeesÑ. This limitation does not apply to Ðproperty damageÑ to premises while rented to you or temporarily occupied by you with the permission of the owner. L.Additional Insureds Paragraph 3. under Section II Î Who Is An Insured is amended by including the following: Controlling Interest Any person or organization that has financial control of you or owns, maintains or controls premises while you lease or occupy such premises, but only with respect to their liability arising out of: (1)Their financial control of you; or (2)Premises they own, maintain or control while you lease or occupy these premises. However, no such person or organization is an insured with respect to structural alterations, new construction or demolition operations performed by or for that person or organization. Lessors Of Leased Equipment Any person or organization from whom you lease equipment, but only with respect to the maintenance or use by you of such equipment, and only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this Coverage Part. However, no such person or organization is an insured with respect to an ÐoccurrenceÑ that takes place, or an offense that is committed, after the equipment lease ends. Managers Or Lessors Of Premises Any person or organization from whom you lease premises, but only with respect to the ownership, maintenance or use of that particular part of such premises leased to you and only if you are obligated pursuant to a contract or agreement to provide them with such insurance as is afforded by this Coverage Part. However, no such person or organization is an insured with respect to: (1)An ÐoccurrenceÑ that takes place, or an offense that is committed, after you cease to be a tenant in such premises; or (2)Any structural alteration, new construction or demolition operations performed by or on behalf of them. Mortgagee, Assignee Or Receiver A mortgagee, assignee or receiver of premises, but only with respect to such mortgagee, assignee or receiverÓs liability for Ðbodily injuryÑ, Ðproperty damageÑ or Ðpersonal and advertising injuryÑ arising out of your ownership, maintenance or use of a premises by you. However, no such person or organization is an insured with respect to structural alterations, new construction or demolition operations performed by, on behalf of, or for such additional insured. Other Persons Or Organizations Pursuant To A Contract Or Agreement Any person or organization that you are obligated pursuant to a contract or agreement to provide with such insurance as is afforded by this policy are insureds. CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 5 of 9 CzDzouijbNpsbbu5;29qn-Opw2:-3135 However, the person or organization is an insured only: (1)To the extent such contract or agreement requires the person or organization to be afforded status as an insured; (2)For activities that did not occur, in whole or in part, before the execution of the contract or agreement; and (3)With respect to damages, loss, cost or expense for injury or damage to which this insurance applies. No person or organization is an insured: (1)That is more specifically identified under any other provision of Section II Î Who Is an Insured (regardless of any limitation applicable thereto). (2)With respect to any assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages, loss, cost or expense for injury or damage, to which this insurance applies, that the person or organization would have in the absence of such contract or agreement. Trade Show Event Lessor With respect to your participation in a trade show event as an exhibitor, presenter or displayer, any person or organization whom you are required to include as an additional insured, but only with respect to such person or organizationÓs liability for Ðbodily injuryÑ, Ðproperty damageÑ or Ðpersonal and advertising injuryÑ caused by: (1)Your acts or omissions; or (2)The acts or omissions of those acting on your behalf, in the performance of your ongoing operations at the trade show event premises during the trade show event. However, no such person or organization is an insured with respect to Ðbodily injuryÑ or Ðproperty damageÑ included within the Ðproducts-completed operations hazardÑ. Vendors Any person or organization who is a vendor of Ðyour productsÑ, but only with respect to liability for Ðbodily injuryÑ or ÐpropertydamageÑ resulting from the distribution or sale of ÐyourproductÑ in the regular course of their business. However, no such person or organization is an insured with respect to any: (1)Assumption of liability (of another person or organization) by them in a contract or agreement. This limitation does not apply to the liability for damages for Ðbodily injuryÑ or Ñproperty damageÑ that such person or organization would have in the absence of such contract or agreement; (2)Representation or warranty unauthorized by you; (3)Physical or chemical change in ÐyourproductÑ made intentionally by the vendor; (4)Repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; (5)Failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of Ðyour productÑ; (6)Demonstration, installation, servicing or repair operations, except such operations performed at the vendorÓs premises in connection with the sale of Ðyour productÑ; or (7)Of Ðyour productsÑ which, after distribution or sale by you, have been labeled or relabeled or used as a container, ingredient or part of any other thing or substance by or for the vendor. Further, no person or organization is an insured from whom you have acquired Ðyour productÑ, or any ingredient, part or container entering into, accompanying or containing Ðyour productÑ. Limitations Applicable To Additional Insureds With respect any person or organization that qualifies as an additional insured under paragraph L. above, the following limitations apply to such insured: CzDzouijbNpsbbu5;29qn-Opw2:-3135 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 6 of 9 (1)The insurance afforded to such additional insured only applies to the extent permitted by law; and (2)If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. Limits Of Insurance Applicable to Additional Insureds With respect any person or organization that qualifies as an additional insured under paragraph L. above, the following is added to Section III Î Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: (1)Required by the contract or agreement; or (2)Available under the applicable limits of insurance; whichever is less. However, the above paragraph shall not increase the applicable limits of insurance. M.Medical Expense Limit Î $15,000 Paragraph 7. under Section III Î Limits Of Insurance is amended by including the following: The Medical Expense Limit is the greater of: a.$15,000; or b.The amount shown in the Declarations for the Medical Expense Limit. N.Knowledge/Notice Of Occurrence Paragraph 2. under Section IV Î Commercial General Liability Conditions is amended to include the following: f.Knowledge of an ÐoccurrenceÑ or offense by an agent or ÐemployeeÑ of the insured will not constitute knowledge by the insured, unless an Ðexecutive officerÑ (whether or not an ÐemployeeÑ) of any insured or an Ðexecutive officerÓsÑ designee knows about such ÐoccurrenceÑ or offense. g.Failure of an agent or ÐemployeeÑ of the insured, other than an Ðexecutive officerÑ (whether or not an ÐemployeeÑ) of any insured or an Ðexecutive officerÓsÑ designee, to notify us of an ÐoccurrenceÑ or offense that such person knows about will not affect the insurance afforded to you. h.If a claim or loss does not reasonably appear to involve this insurance, but it later develops into a claim or loss to which this insurance applies, the failure to report it to us will not violate this condition, provided the insured gives us immediate notice as soon as the insured is aware that this insurance may apply to such loss or claim. O.Primary And Non-Contributory Subparagraph 4.a. under Section IV Î Commercial General Liability Conditions is amended to include the following: However, if you are obligated to a written contract or agreement to provide a person or organization that is included in Section II Î Who Is an Insured with primary insurance such as is afforded by this policy, then this insurance is primary and we will not seek contribution from insurance available to such person or organization. P.Unintentional Failure To Disclose Hazards Paragraph 6. under Section IV Î Commercial General Liability Conditions is amended to include the following: Unintentional failure of an ÐemployeeÑ of the insured to disclose a hazard or other material information will not violate this condition, unless an Ðexecutive officerÑ (whether or not an ÐemployeeÑ) of any insured knows about such hazard or other material information. Q.Waiver Of Subrogation Required By Contract Paragraph 8. under Section IV Î Commercial General Liability Conditions is deleted and replaced by the CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 7 of 9 CzDzouijbNpsbbu5;29qn-Opw2:-3135 following: 8.Waiver Of Subrogation Required By Contract We will waive the rights of recovery we would otherwise have had against another person or organization, for loss to which this insurance applies, provided the insured has waived their rights of recovery against such person or organization in a contract or agreement that is executed before such loss. To the extent that the insuredÓs rights to recover all or part of any payment made under this Coverage Part have not been waived, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring ÐsuitÑ or transfer those rights to us and help us enforce them. This paragraph does not apply to Coverage C. R.In Rem The following is added to Section IV Î Commercial General Liability Conditions: Any ÐsuitÑ brought as an action In Rem against any watercraft owned or operated by or for the insured shall in all respects be treated in the same manner as though such ÐsuitÑ were brought against the insured. CzDzouijbNpsbbu5;29qn-Opw2:-3135 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 8 of 9 S.Coverage Territory Î Limited Worldwide Paragraph 4. under Section V Î Definitions is deleted and replaced by the following: 4."Coverage territory" means all parts of the world. However, ÐcoverageterritoryÑ does not include any: a.ÐBodily injuryÑ or Ðproperty damageÑ that takes place or any offense committed outside of the United States of America (including its possessions and territories), Canada and Puerto Rico, unless the insuredÓs responsibility to pay damages is determined by a ÐsuitÑ on the merits that is brought in the United States of America (including its possessions and territories), Canada or Puerto Rico; or b.Injury or damage in connection with any ÐsuitÑ brought outside the United States of America (including its possessions and territories), Canada and Puerto Rico. T.Insured Contract Amended Î Railroad Limitations Removed Paragraph 9. under Section V Î Definitions is deleted and replaced by the following: 9."Insured contract" means: a.A lease of premises; b.A sidetrack agreement; c.An easement or license agreement; d.An obligation, as required by ordinance, to indemnify a municipality, except in connection with work for a municipality; e.An elevator maintenance agreement; or f.Any other contract or agreement pertaining to your business (including an indemnification of a municipality in connection with work performed for such municipality) in which you assume the tort liability of another person or organization to pay damages, to which this insurance applies, sustained by a third person or organization. ÐInsuredcontractÑ does not include that part of any contract or agreement that indemnifies an architect, engineer or surveyor for damages arising out of: (1)Preparing, approving, or failing to prepare or approve, maps, drawings, opinions, reports, surveys, field orders, change orders, designs or specifications; or (2)Giving directions or instructions, or failing to give them. All Other Terms And Conditions Remain Unchanged. Authorized Representative CzDzouijbNpsbbu5;29qn-Opw2:-3135 CB CG 04 0001 0320 Includes copyrighted material of Insurance Services Office, with its permission. Page 9 of 9